Live Oak Bancshares Inc

This proposal asks shareholders to approve a new 2026 Omnibus Stock Incentive Plan that would authorize up to 3,000,000 shares for equity awards to employees, directors and consultants, replacing the Company’s expiring 2015 Plan. Management seeks shareholder approval because the current 2015 Plan is scheduled to expire in May 2026 and the Board anticipates ongoing equity needs to attract, retain, and incent talent as the company grows; without shareholder approval the Company would lose its primary equity compensation vehicle. The plan authorizes a broad menu of award types (stock options, SARs, restricted stock, RSUs, dividend equivalents), preserves flexibility on vesting and administration, and precludes repricing without shareholder approval. The Board framed the plan as necessary to maintain competitive recruiting and retention tools and to align participant incentives with shareholder value creation. Key governance mitigants are included: a fixed ten‑year term, specific administration by the Board or committee, anti‑repricing provisions without shareholder approval, and clawback/law‑compliance language; however the plan does increase the share reserve and therefore dilutive capacity over the next few years. Financially, the authorization of 3,000,000 shares will dilute existing holders to some degree and must be considered alongside existing outstanding awards under the 2015 Plan; management discloses there were material outstanding RSUs and remaining capacity under the 2015 Plan. From a governance perspective, the plan preserves the Board’s discretion over award terms and performance criteria, which is efficient but places reliance on Committee oversight and disclosure of grant practices. Vote FOR is recommended by the Board because they view equity incentives as central to long‑term strategy and shareholder alignment, but investors should weigh dilution, grant practices, and the Company’s historical use of equity when evaluating the proposal.

This proposal requests shareholder approval of a new Employee Stock Purchase Plan that would make 350,000 shares available for purchase by eligible employees at a discounted price (typically 85% of grant or purchase date fair market value). Management seeks approval to preserve a broadly available, tax‑qualified Section 423 vehicle that supports recruiting, retention and employee ownership, and to replace the company’s older 2014 ESPP that is winding down. The ESPP is structured around sequential offering periods (generally two six‑month offerings per year), payroll deduction participation, and limits intended to comply with Section 423 (including a $25,000 annual purchase limit per participant). The Board argues the ESPP fosters alignment between employees and shareholders and is a standard component of compensation programs at comparable companies; operational safeguards include administrator discretion, eligibility filters, anti‑dilution adjustments, and potential holding‑period restrictions. Shareholders should consider the program’s modest dilutive impact relative to total shares outstanding, the 350,000 share reserve, and the plan’s specifics (purchase price formula, eligibility and withholding mechanics) when evaluating the tradeoffs. Overall the Board recommends FOR, but investors should evaluate the program’s design and the company’s historical use of employee equity relative to peer practices.

This non‑binding advisory proposal asks shareholders to approve the Company’s executive pay as disclosed in the proxy (the CD&A, compensation tables and narrative). Management seeks an affirmative advisory vote to confirm shareholder support for the compensation philosophy and outcomes for named executive officers; the Board emphasizes that the vote is advisory but that it values shareholder feedback and will consider the results in future compensation decisions. Contextually, the company received 67.13% support on last year’s say‑on‑pay vote, which triggered expanded shareholder outreach in 2025 and led the Board and Compensation Committee to enhance disclosure on pay decisions and to engage with investors regarding equity award practices. The Compensation Committee describes its use of discretionary bonuses and time‑vested RSUs to align pay and retention, and the company highlights safeguards such as clawback policy, Committee oversight, and engagement with investors. While the vote is non‑binding, a failure to secure strong support could prompt further outreach or changes to program design; conversely, a strong endorsement would validate current policies. Investors evaluating the proposal should weigh pay‑for‑performance alignment, disclosed goal setting, shareholder outreach efforts, and historical say‑on‑pay trends when deciding their vote.